Sonomawest Holdings Inc Sample Contracts

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EXHIBIT 10.14
Separation Agreement • September 28th, 2001 • Sonomawest Holdings Inc • Canned, frozen & preservd fruit, veg & food specialties • California
ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • September 28th, 1998 • Vacu Dry Co • Canned, frozen & preservd fruit, veg & food specialties • California
ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • February 14th, 2003 • Sonomawest Holdings Inc • Lessors of real property, nec • California
AGREEMENT
Purchase Agreement • September 28th, 1998 • Vacu Dry Co • Canned, frozen & preservd fruit, veg & food specialties • California
RECITALS:
Co-Sale Agreement • September 28th, 1998 • Vacu Dry Co • Canned, frozen & preservd fruit, veg & food specialties • California
RECITALS
Credit Agreement • February 14th, 2006 • Sonomawest Holdings Inc • Lessors of real property, nec • California
OFFER TO PURCHASE FOR CASH UP TO 375,000 SHARES OF ITS COMMON STOCK AT $8.00 NET PER SHARE -------------------------------
Offer to Purchase • January 16th, 2001 • Sonomawest Holdings Inc • Canned, frozen & preservd fruit, veg & food specialties
CONSULTING AGREEMENT
Consulting Agreement • September 28th, 2010 • Sonomawest Holdings Inc • Lessors of real property, nec • California

This Agreement ("Agreement") is made and effective as of July 1, 2010 ("Effective Date") by and between SONOMAWEST HOLDINGS, INC. a Delaware corporation ("Client") and BUGATTO INVESTMENT COMPANY ("Consultant").

EXHIBIT 10.15
Promissory Note Addendum • September 28th, 2001 • Sonomawest Holdings Inc • Canned, frozen & preservd fruit, veg & food specialties • California
AGREEMENT AND PLAN OF MERGER
Merger Agreement • May 16th, 2011 • Sonomawest Holdings Inc • Lessors of real property, nec • Delaware

AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of May 10, 2011, by and between Stapleton Acquisition Company, a Delaware corporation (the “Acquiror”), and SonomaWest Holdings, Inc., a Delaware corporation (the “Company”).

Exhibit 10.13
Independent Consultant Contract • September 28th, 2001 • Sonomawest Holdings Inc • Canned, frozen & preservd fruit, veg & food specialties • California
DEED OF TRUST, ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND FIXTURE FILING by SONOMAWEST HOLDINGS, INC., a Delaware corporation, as Grantor, to TRSTE, INC., a Virginia corporation, as Trustee in favor of WACHOVIA BANK, NATIONAL ASSOCIATION, a national...
Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing • May 28th, 2008 • Sonomawest Holdings Inc • Lessors of real property, nec

This Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing is made as of May 21, 2008, by SONOMAWEST HOLDINGS, INC., a Delaware corporation (herein referred to as "Grantor"), whose address is 2064 Highway 116 North, Sebastopol, California 95472, to TRSTE, INC., a Virginia corporation ("Initial Trustee"), whose address is 301 South Tryon Street, Charlotte, North Carolina 28288, for the benefit of WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association ("Beneficiary"), whose address is 5 Research Drive, Shelton, Connecticut 06484.

Contract
Promissory Note Modification • December 23rd, 2010 • Sonomawest Holdings Inc • Lessors of real property, nec • California
ENVIRONMENTAL INDEMNITY AGREEMENT
Environmental Indemnity Agreement • May 28th, 2008 • Sonomawest Holdings Inc • Lessors of real property, nec

This Environmental Indemnity Agreement ("Environmental Indemnity" or "Agreement") is given in connection with the extension of a term loan (the "Loan") by WACHOVIA BANK, a national association having an office at 5 Research Drive, Shelton, Connecticut 06484 (the "Bank"), to SONOMAWEST HOLDINGS INC., a Delaware corporation, having an address at 2064 Highway 116 North, Sebastopol, California 95472 (the "Borrower" or “Indemnitor”), which Loan is made pursuant to the terms and conditions of, and is evidenced by, a certain Promissory Note in the original principal amount of Two Million Five Hundred Thousand and 00/100 Dollars ($2,500,000.00) payable by the Borrower to the order of the Bank dated of even date herewith (the "Note").

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CREDIT AGREEMENT
Credit Agreement • September 28th, 2005 • Sonomawest Holdings Inc • Lessors of real property, nec • California

THIS AGREEMENT is entered into as of March 1, 2004, by and between SONOMAWEST HOLDINGS, INC., a California corporation ("Borrower"), and WELLS FARGO BANK, NATIONAL ASSOCIATION ("Bank").

CONSULTING AGREEMENT
Consulting Agreement • April 15th, 2011 • Sonomawest Holdings Inc • Lessors of real property, nec • California

This Agreement (“Agreement”) is made and effective as of January 1, 2011 (“Effective Date”) by and between SONOMAWEST HOLDINGS, INC., a Delaware corporation (“Client”) and ROCKY MOUNTAIN TRUST, LLC (“Consultant”).

CONSULTING AGREEMENT
Consulting Agreement • September 28th, 2005 • Sonomawest Holdings Inc • Lessors of real property, nec • California

This Consulting Agreement (“Agreement”) is made effective as of August 1, 2005, by and between SonomaWest Holdings, Inc. of 2064 Highway 116 North, Sebastopol, CA 95472-2662, and Thomas R. Eakin d.b.a. Eakin Consulting, of 4612 Morris Court E, Santa Rosa, California 95405.

TERM NOTE $1,690,000.00 Santa Rosa, California March 1, 2004
Term Note • September 28th, 2005 • Sonomawest Holdings Inc • Lessors of real property, nec • California

FOR VALUE RECEIVED, the undersigned SONOMAWEST HOLDINGS, INC. (“Borrower”) promises to pay to the order of WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”) at its office at it’s North Coast Regional Commercial Banking Office at 200 B Street, 3rd Floor, Santa Rosa, California, or at such other place as the holder hereof may designate, in lawful money of the United States of America and in immediately available funds, the principal sum of One Million Six Hundred Ninety Thousand Dollars ($1,690,000.00), with interest thereon as set forth herein.

RECITALS
Independent Consultant Contract for Services • February 13th, 2004 • Sonomawest Holdings Inc • Lessors of real property, nec
INDEMNIFICATION AGREEMENT
Indemnification Agreement • May 16th, 2006 • Sonomawest Holdings Inc • Lessors of real property, nec • Delaware

This Indemnification Agreement ("Agreement") is made effective as of ________, 2006, and is entered into by and between SONOMAWEST HOLDINGS, INC., a Delaware corporation (the "Company"), and ____________________________________ ("Indemnitee").

June 20, 1999 Mr. Gary L. Hess c/o Vacu-dry Company 100 Stony Point Road, Suite 200 Santa Rosa, California 95401 Dear Gary: This will confirm our agreement regarding the amendment of your employment letter dated March 14, 1996 in the following...
Employment Agreement • September 25th, 2000 • Sonomawest Holdings Inc • Canned, frozen & preservd fruit, veg & food specialties

This will confirm our agreement regarding the amendment of your employment letter dated March 14, 1996 in the following respect:

CONSULTING AGREEMENT
Consulting Agreement • September 28th, 2005 • Sonomawest Holdings Inc • Lessors of real property, nec • California

This Agreement ("Agreement") is made and effective as of August 10, 2005 ("Effective Date") by and between SONOMAWEST HOLDINGS, INC. a Delaware corporation ("Client") and BUGATTO INVESTMENT COMPANY ("Consultant").

FIRST MASTER REAFFIRMATION AGREEMENT AND AMENDMENT TO LOAN DOCUMENTS
Master Reaffirmation Agreement and Amendment to Loan Documents • December 23rd, 2010 • Sonomawest Holdings Inc • Lessors of real property, nec • California

This FIRST MASTER REAFFIRMATION AGREEMENT AND AMENDMENT TO LOAN DOCUMENTS (this “Agreement”) is made as of the 21st day of December, 2010, between SONOMAWEST HOLDINGS, INC., a Delaware corporation (the “Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (the “Bank”), as successor by merger to Wachovia Bank, National Association.

AGREEMENT AND PLAN OF MERGER OF SONOMAWEST HOLDINGS, INC. (A Delaware Corporation) AND SONOMAWEST HOLDINGS, INC. (A California Corporation)
Merger Agreement • November 17th, 2004 • Sonomawest Holdings Inc • Lessors of real property, nec

THIS AGREEMENT AND PLAN OF MERGER, dated as of November 15, 2004 (the “Agreement” ), is made by and between SonomaWest Holdings, Inc., a Delaware corporation (“SonomaWest Delaware” ), and SonomaWest Holdings, Inc., a California corporation (“SonomaWest California” ). SonomaWest Delaware and SonomaWest California are sometimes referred to herein as the “Constituent Corporations.”

CONSULTING AGREEMENT
Consulting Agreement • September 27th, 2006 • Sonomawest Holdings Inc • Lessors of real property, nec • California

This Agreement ("Agreement") is made and effective as of July 1, 2006 ("Effective Date") by and between SONOMAWEST HOLDINGS, INC. a Delaware corporation ("Client") and BUGATTO INVESTMENT COMPANY ("Consultant").

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